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                                                                        EX.4.2

                                   EXHIBIT B

                        VITALINK PHARMACY SERVICES, INC.
             KEY EXECUTIVE STOCK OPTION AND APPRECIATION RIGHT PLAN

                            AMENDMENT TO SECTION 14


D)   Change in Control.

1. Regardless of any other provision in the Plan to the contrary, if, while any
granted Options remain outstanding under the Plan, a "Change in Control" of the
Company (as defined in this Section 14) shall occur, all Options and tandem
SARs granted under the Plan that are outstanding at the time of such Change in
Control shall become immediately vested and exercisable in full.

2. For purposes of this Section 14, a Change in Control of the Company shall
occur upon the happening of the earliest to occur of the following:

     (i) any "person" as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (other than (1) the Company, (2)
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or (3) any corporations owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of Stock (each an "excluded person")) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding voting securities;

     (ii) the stockholders of the Company approve a plan of merger,
consolidation, complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company's
stock and/or assets, or accept a tender offer for substantially all of the
Company's stock (or any transaction having a similar effect).

3. In the event of a merger, consolidation, or sale or disposition of
substantially all of the Company's assets or stock, a Participant shall be paid
the value of his/her Options (e.g., for each such option, the excess of the
greater of fair market value of the Company's stock on the date of consummation
of such sale or purchase price of the Company's stock pursuant to such sale,
over the exercise price of such option) in cash (the "Cash Payment") by the
Company (or, if not by the Company, by the successor entity) as of the
consummation of such sale or disposition.

4. In the event of a Change in Control as defined under Section 280G of the
Internal Revenue Code of 1986 ("Code"), if the vesting of Awards and/or payment
of Awards under 

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this Plan and/or payments of amounts under any other agreement with or plan of
the Company (in the aggregate the "Total Payments") subject all or any part of
the Total Payments to the tax (the "Excise Tax") imposed by Section 4999 of the
Code (or any similar tax that may hereafter be imposed) the Company shall pay
to the Participant in cash an additional amount (the "Additional Payment") such
that the net amount retained by the Participant, after deduction of any Excise
Tax imposed upon the Total Payments and any federal, state and local income tax
and Excise Tax upon the Additional Payment provided for by this Section 14.D.,
and any employment tax (including FICA and FUTA), shall be equal to the amount
of Total Payments prior to such taxes. Such Additional Payment shall be made by
the Company to the Participant as soon as practical following the date of the
Cash Payment (or, if there is no Cash Payment, the date such payment would
otherwise be made), but in no event beyond thirty (30) days from such date.

     The determination of whether any of the Total Payments to a Participant
will be subject to the Excise Tax, the calculation of Parachute Value under
Section 280G of the Code of the Total Payments, and the calculation of the
Additional Payment, shall be made by a Certified Public Accounting firm jointly
agreed to by the Company and the Participant.  The Additional Payment shall be
calculated assuming that the Participant will pay taxes at the highest marginal
federal income tax rate (taking into account the loss of the value of itemized
deductions caused by the receipt of the Additional Payment) and the highest
state and local tax rate in his/her place of domicile.